Merger 2 definition

Merger 2 means the merger of Dell International L.L.C. with and into Merger Co on or about the Business Day following the Effective Date, with Merger Co surviving as a wholly-owned subsidiary of the Company and immediately changing its name to Dell International L.L.C.

Merger 2 has the meaning set forth in Section 2.1(c).

Merger 2 has the meaning set forth in the Recitals of this Agreement.

Examples of Merger 2 in a sentence

• Merger 2 qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code.

• The unaudited pro forma combined statements of operations include pro forma adjustments that are (1) directly attributable to the Merger, (2) factually supportable and (3) expected to have a continuing impact on the results of operations of the combined company.

• In addition, we are of the opinion that, if Merger 2 were to be consummated as described above as of the date hereof, then: 1.

• Stockholder shall have the right to terminate this Agreement immediately following (1) any decrease in consideration payable in the Offer or the Merger, (2) any change to the form of consideration payable in the Offer or the Merger to include a non-publicly-traded security, (3) the first anniversary of the date hereof and (4) any reduction of the Minimum Condition to less than 50% of the Shares then outstanding on a fully-diluted basis.

• The holding period of the shares of Company Stock received by the stockholders of the Bank pursuant to Merger 2 will include the holding period of the shares of Bank Common Stock surrendered in exchange therefor provided that such shares of Bank Common Stock were held as a capital asset on the date of the exchange.

• The directors of Parent in office immediately prior to the Merger 2 Effective Time shall be the directors of Surviving Corporation 2 after the Merger 2 Effective Time, and such directors shall serve in accordance with the By-laws of Surviving Corporation 2 until their respective successors are duly elected or appointed and qualified.

• The officers of Parent in office immediately prior to the Merger 2 Effective Time shall be the officers of Surviving Corporation 2 after the Merger 2 Effective Time, and such officers shall serve in accordance with the By-laws of Surviving Corporation 2 until their respective successors are duly elected or appointed and qualified.

• The Certificate of Incorporation of Parent as in effect immediately prior to the Merger 2 Effective Time shall be the Certificate of Incorporation of Surviving Corporation 2 after the Merger 2 Effective Time, and thereafter may be amended in accordance with its terms and as provided in the DGCL.

• No gain or loss will be recognized by the stockholders of the Bank to the extent they receive solely shares of Company Stock in exchange for their shares of Bank Common Stock pursuant to Merger 2.

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More Definitions of Merger 2

Merger 2 has the meaning set forth in the first recital above.

Merger 2 has the meaning set forth in the recitals.

Merger 2 has the meaning assigned to such term in the Recitals.

Merger 2 means the merger transaction pursuant to the certain Agreement and Plan of Merger dated December 20, 1995 between Ultrak Colorado and Ultrak Parent, by which Ultrak Colorado was merged on the Merger Date into Ultrak Parent, with Ultrak Parent as the survivor.

Merger 2 has the meaning ascribed to it in the Preamble.

Merger 2 shall have the meaning set forth in the definition of “Dover Downs Merger”.